Exhibit 10c(11)
PROGRESS ENERGY, INC.
AMENDED AND RESTATED
MANAGEMENT DEFERRED COMPENSATION PLAN
Adopted as of January 1, 2000
(As Revised and Restated effective January 1, 2005)
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TABLE OF CONTENTS
Page
PREAMBLE......................................................................1
ARTICLE I
DEFINITIONS................................................2
1.1
Account
Balance................................................2
1.2
Additional
Deferral Election...................................2
1.3
Affiliated
Company.............................................2
1.4
Board..........................................................2
1.5
Board
Committee................................................2
1.6
Change of
Control..............................................2
1.7
Change of
Form Election........................................4
1.8
Change-of-Investment
Election..................................4
1.9
Code...........................................................5
1.10
Committee......................................................5
1.11
Company........................................................5
1.12
Company Incentive
Plans........................................5
1.13
Continuing
Directors...........................................5
1.14
Deemed Investment
Return.......................................5
1.15
Deferral
Election..............................................6
1.16
Deferrals......................................................6
1.17
Effective
Date.................................................6
1.18
Eligible
Employee..............................................6
1.19
Employee Stock Incentive
Plan..................................6
1.20
Enrollment
Form................................................6
1.21
ERISA..........................................................6
1.22
Incentive Matching
Allocations.................................7
1.23
Investment
Election............................................7
1.24
Matching
Allocation............................................7
1.25
Net
Salary.....................................................7
1.26
Participant....................................................7
1.27
Participant
Accounts...........................................7
1.28
Participant Company
Account....................................7
1.29
Participant Deferral
Account...................................8
1.30
Participant Matchable
Deferral.................................8
1.31
Payment
Commencement...........................................8
1.32
Phantom Investment
Fund........................................8
1.33
Phantom Funds
Account..........................................9
1.34
Phantom Investment
Subaccount..................................9
1.35
Phantom Stock
Unit.............................................9
1.36
Plan...........................................................9
1.37
Plan
Year......................................................9
1.38
Plan
Year Accounts.............................................9
1.39
Progress Energy 401(k) Savings & Stock Ownership
Plan.........10
1.40
Retirement
Date...............................................10
1.41
Salary........................................................10
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1.42
SMC
Participant...............................................10
1.43
Sponsor.......................................................10
1.44
SSERP.........................................................10
1.45
Valuation
Date................................................10
1.46
Value.........................................................11
1.47
Years of
Service..............................................11
ARTICLE II
PARTICIPATION.............................................12
2.1
Eligibility...................................................12
2.2
Commencement of
Participation.................................12
2.3
Annual
Participation Agreement................................12
2.4
Election
of Phantom Investment Subaccounts....................13
ARTICLE III
DEFERRAL ELECTIONS........................................14
3.1
Participant Deferred Salary
Elections.........................14
3.2
Matching
Allocations..........................................15
3.3
Incentive
Matching Allocations................................16
ARTICLE IV
ACCOUNTS..................................................17
4.1
Maintenance of
Accounts.......................................17
4.2
Separate
Plan Year Accounts...................................17
4.3
Phantom
Investment Subaccounts................................17
4.4
Administration of Deferral
Accounts...........................17
4.5
Administration of Company
Accounts............................18
4.6
Change of
Phantom Investment Subaccounts and Phantom
Stock
Units...................................................20
4.7
Transferred
Accounts..........................................20
ARTICLE V
VESTING...................................................22
5.1
Vesting.......................................................22
ARTICLE VI
DISTRIBUTIONS.............................................23
6.1
Distribution
Elections........................................23
6.2
Change-of-Form Elections and Additional Deferral
Elections....24
6.3
Payment.......................................................24
6.4
Unforeseeable
Emergency.......................................25
6.5
Termination of
Employment.....................................26
6.6
Taxes.........................................................27
6.7
Acceleration of
Payment.......................................27
ARTICLE VII
DEATH BENEFITS............................................28
7.1
Designation of
Beneficiaries..................................28
7.2
Death
Benefit.................................................28
ARTICLE VIII
CLAIMS....................................................29
8.1
Claims
Procedure..............................................29
8.2
Claims
Review Procedure.......................................29
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ARTICLE IX
ADMINISTRATION............................................30
9.1
Committee.....................................................30
9.2
Authority.....................................................30
ARTICLE X
AMENDMENT AND TERMINATION OF THE PLAN.....................32
10.1
Amendment of the
Plan.........................................32
10.2
Termination of the
Plan.......................................32
10.3
No
Impairment of Benefits.....................................32
ARTICLE XI
FUNDING AND CLAIM STATUS..................................33
11.1
General
Provisions............................................33
ARTICLE XII
EFFECT ON EMPLOYMENT OR ENGAGEMENT........................35
12.1
General.......................................................35
ARTICLE XIII
GOVERNING LAW.............................................36
13.1
General.......................................................36
EXHIBIT
A....................................................................37
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PREAMBLE
The Progress Energy, Inc. Management Deferred Compensation Plan (the
"Plan") was originally adopted by Carolina
Power & Light Company effective as of
January 1, 2000, and was transferred to Progress
Energy, Inc. (the "Sponsor")
effective August 1, 2000. The Plan is unfunded and will benefit only a select
group of management or highly compensated
employees within the
meaning of Title
I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
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ARTICLE I
DEFINITIONS
1.1 Account Balance
The value in terms of
a dollar amount
of a Participant's Deferral
Account or Company Account, as the case may
be, as of the last Valuation Date.
1.2 Additional Deferral Election
The election by a Participant under Section 6.2 to defer
distribution
from a Plan Year Account.
1.3 Affiliated
Company
Any corporation or other entity that is required to be aggregated
with
the Sponsor pursuant to Sections 414(b),
(c), (m), or (o) of the Code.
1.4 Board
The Board of Directors of the Sponsor.
1.5
Board Committee
The Organization and Compensation Committee of the Board.
1.6 Change of Control
The earliest of the following dates:
(a) the date any
person or group of persons (within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934),
excluding employee
benefit plans of the Sponsor, becomes,
directly or
indirectly, the
"beneficial
owner" (as defined
in
Rule
13d-3 promulgated under the Securities Act of 1934) of
securities of the Sponsor representing twenty-five percent (25%)
or more of the
combined voting power of the Sponsor's then
outstanding securities
(excluding the
acquisition of securities
of the Sponsor by an entity at least eighty percent (80%) of the
outstanding
voting
securities of
which are, directly or
indirectly, beneficially owned by the Sponsor); or
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(b) the date of
consummation
of a tender offer for
the ownership of
more than fifty percent (50%) of the Sponsor's then outstanding
voting securities; or
(c) the date of consummation of a merger, share exchange or
consolidation of the Sponsor with any other corporation or
entity
regardless of which entity is the survivor, other than a merger,
share exchange or consolidation which would result in the
voting
securities of the Sponsor outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or
being
converted into voting
securities
of the surviving or
acquiring
entity) more than
sixty percent
(60%) of the
combined voting
power of the voting
securities of the Sponsor or such surviving
or acquiring entity outstanding immediately after such merger
or
consolidation; or
(d) the date,
when as a result of a
tender offer or
exchange offer
for the purchase of securities of the Sponsor (other than such
an
offer by the Sponsor for its own securities), or as a result of
a
proxy contest, merger,
share exchange,
consolidation or sale of
assets, or as a
result of any combination of the foregoing,
individuals who are Continuing Directors cease for any reason
to
constitute at least two-thirds (2/3) of the members of the
Board;
or
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(e) the date the shareholders of the Company approve a plan of
complete liquidation or winding-up of the Company or an
agreement
for the sale or disposition by the Company of all or
substantially all of the Company's assets; or
(f) the date of any event which the Board determines should
constitute a Change-of-Control.
A Change-of-Control
shall not be deemed to have occurred until a
majority of the
members of the Board
receive written
certification
from the Board
Committee that one of the events set forth in this
Section 1.6 has occurred. Any determination that an event described
in
this Section
1.6 has occurred shall, if made in good faith on the
basis of information available at that time, be conclusive and
binding
on the Board
Committee,
the Company, the Participants and their
beneficiaries for all purposes of the Plan.
1.7 Change of Form Election
The election by a Participant under Section 6.2 to change the
form of
distribution of a Plan Year Account.
1.8 Change-of-Investment Election
The election by a
Participant under
Section 4.6 to change
a Phantom
Subaccount for the Participant Deferral
Account or Company Account.
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1.9 Code
The Internal
Revenue Code of 1986, as amended, or any successor
statute.
1.10 Committee
The
Administrative
Committee
described in
Section
9.1 for
administering the Plan. 1.11 Company
Progress Energy,
Inc. or any
successor to it in the ownership of
substantially all of its assets and each Affiliated Company that, with the
consent of the Board Committee, adopts the
Plan and is included in Exhibit A, as
in effect from time to time.
1.12 Company Incentive Plans
The Sponsor's Management Incentive Compensation Plan, or any
Company
sales incentive plans, marketing incentive plans, and any other
cash incentive
plans as determined by the Committee.
1.13 Continuing Directors
The members of the Board at the Effective Date; provided, however,
that any person becoming a director subsequent to such whose election or
nomination for election was supported by 75% or more of the
directors who then
comprised Continuing Directors shall be
considered to be a Continuing Director.
1.14
Deemed Investment Return
The amounts that are
credited (or charged)
from time to time to each
Participant's Deferral Account and Company
Account to reflect deemed investment
gains and losses of Phantom Investment
Subaccounts.
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1.15 Deferral Election
An election to defer Salary pursuant to Section 3.1.
1.16 Deferrals
The deferrals of Salary of a Participant pursuant to Section
3.1.
1.17 Effective Date
January 1, 2000.
1.18 Eligible Employee
An employee of the Company (a) who is eligible to participate in the
Sponsor's Management Incentive Compensation Plan, or (b) who is eligible to
participate in any other eligible Company Incentive Plan and is determined
by
the Committee to be eligible to be a
Participant;
and who is not
excluded from
participation pursuant to Section
2.1(b).
1.19 Employee Stock Incentive Plan
The Employee
Stock Incentive Plan as adopted by the Board and any
successor to such plan which provides
additional matching
allocations under the
Progress Energy 401(k) Savings & Stock
Ownership Plan.
1.20 Enrollment Form
The enrollment form
prepared by the Company which a Participant must
execute to have Deferrals with respect to a
Plan Year.
1.21 ERISA
The Employee Retirement Income Security Act of 1974, as
amended.
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1.22 Incentive Matching Allocations
The additional
match allocation which is to be allocated to a
Participant's Company Account in accordance
with Section 3.3.
1.23 Investment Election
The election
by a Participant under Sections 2.4 and 4.6 of the
Phantom Investment Subaccounts in which the
Participant's Deferral Accounts and
Company Accounts will be allocated.
1.24 Matching Allocation
A match allocation to a Participant's Company Account of a
Participant's Matchable Deferrals in
accordance with Section 3.2.
1.25 Net Salary
The Salary of a
Participant
projected to be payable (assuming no
deferral elections under the Plan or the
Progress Energy 401(k) Savings & Stock
Ownership Plan) with respect to a Plan Year
reduced by the projected Deferrals
of a Participant for the Plan Year under
the Plan.
1.26 Participant
An Eligible Employee participating in the Plan pursuant to ARTICLE
II.
1.27 Participant Accounts
The aggregate of a Participant's Deferral Account and Participant's
Company Accounts.
1.28 Participant Company Account
The notational
bookkeeping account
maintained under Sections 4.1 and
4.5 to record Matching Allocations and Incentive Matching
Allocations on behalf
of a Participant and the Deemed Investment Return thereon pursuant to the
provisions of the Plan.
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1.29 Participant Deferral Account
The notational bookkeeping account maintained under Section 4.1 of
the
Plan to record Deferrals of a Participant and the Deemed Investment Return
thereon pursuant to the provisions of the
Plan.
1.30 Participant Matchable Deferral
6% of the amount of Deferrals of a Participant for a Plan Year but no
greater than 6% of (A-B) where A is the compensation limit under Section
401(a)(17) of the Code for the Plan Year and B is the Net Salary of a
Participant for the Plan Year (with any
negative differences
equating to $0 for
purposes of this calculation); provided,
however, that the Participant Matchable
Deferrals for an SMC Participant for a Plan Year shall
be an amount equal to 6%
of (C - D) where C is the projected
Salary of a
Participant
for the Plan Year
and D is the compensation limit under Section 401(a)(17) of the Code for the
Plan Year. Participant Matchable Deferrals for a Plan
Year shall be determined
for each payroll period during the Plan Year based on projected Matchable
Deferrals for the entire Plan Year.
1.31 Payment Commencement
The date payments are
to commence with respect to a Plan Year Account
in accordance with Section 6.1.
1.32 Phantom Investment Fund
A deemed investment
option for
purposes of the Plan,
each of which
shall be the same as those investment options generally available to all
participants in the Progress Energy 401(k)
Savings & Stock Ownership Plan, or as
otherwise selected by the Committee.
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1.33 Phantom Funds Account
Notational bookkeeping
accounts maintained under the Plan at the
direction of the Committee representing allocations of Participants of
Phantom
Investment Subaccounts in a Phantom
Investment Fund.
1.34 Phantom Investment Subaccount
A notational
bookkeeping
account maintained under the Plan at the
direction of the Committee representing a deemed investment in one or more
Phantom Investment Funds as directed by
the Participant under
Sections 2.4 and
4.6.
1.35 Phantom Stock Unit
A hypothetical
share of common
stock of the
Sponsor or its parent
company, as applicable.
1.36 Plan
The Progress Energy, Inc. Management Deferred Compensation Plan as
set
forth herein and as amended from time to
time.
1.37 Plan Year
The twelve (12)
consecutive month
periods beginning January 1 and
ending the following December 31 commencing
with the Effective Date.
1.38 Plan Year Accounts
The separate
Participant Deferral
Account and
Participant
Company
Account maintained under the Plan pursuant to Section 4.2 with respect to a
Participant for each Plan Year a
Participant has Deferrals.
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1.39 Progress Energy 401(k) Savings & Stock Ownership Plan
The Progress
Energy 401(k) Savings & Stock Ownership Plan of the
Company adopted by the Board, as amended
from time to time, and any successor to
such plan.
1.40 Retirement Date
The date a Participant
retires from the Company on or after attaining
(i) age 65 with 5 years of service, (ii)
age 55 with 15 years of service, (iii)
35 years of service or (iv) eligibility for retirement under the SSERP if
covered under such plan.
1.41 Salary
The amount of an
Eligible Employee's
regular annual base salary,
payable from time to time by the Company
prior to a Deferral
Election under the
Plan and prior to any deferral election
under the Progress Energy 401(k) Savings
& Stock Ownership Plan.
1.42 SMC Participant
A senior executive
officer of the Company who is a member of the
"Senior Management Committee" of the
Sponsor.
1.43 Sponsor
Progress Energy, Inc. and its successors in interest.
1.44
SSERP
The Supplemental Senior Executive Retirement Plan of the
Company.
1.45 Valuation Date
The last day of each
calendar month and
such other dates as selected
by the Committee, in its sole
discretion.
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1.46 Value
The value of an
account maintained
under the Plan based
on the fair
market value of notational investments of Phantom
Investment
Subaccounts
and
Phantom Stock Units, as the case may be, as of the last
Valuation Date. For
purposes of calculating Value as of the end of a Plan Year, accrued but
unallocated Incentive Matching Allocations shall be taken into
consideration
with respect to Participant Company
Accounts.
1.47 Years of Service
Years of service of a
Participant as
calculated
under the Progress
Energy 401(k) Savings & Stock Ownership
Plan.
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ARTICLE II
PARTICIPATION
2.1 Eligibility
(a) Participation in the Plan shall be limited to Eligible
Employees.
(b) The Committee, in
its sole discretion,
may at any time limit the
participation of
an Eligible Employee
in the Plan so as to assure that the
Plan will not be
subject to the
provisions of parts 2,
3 and 4 of Title I
of ERISA.
2.2 Commencement of Participation
Each Eligible
Employee on the
Effective Date may elect to become a
Participant as of the Effective Date by
completing and submitting an Enrollment
Form to the Sponsor's designated agent by November 30,
1999. An employee of the
Company first becoming an Eligible
Employee after January
1, 2000, may elect to
become a Participant effective as of thirty days after first becoming an
Eligible Employee by completing and submitting an Enrollment Form to the
Sponsor's designated agent within such
thirty-day period. An
Eligible Employee
who is n
